-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HhrEDa6j4qYBHXdo978dIaRE7z/o5cgANRFjT8SdgGEf8F33jTYdAt6PBmhqEE3F +eHyFXp9AM+dbGpj7mXSpg== 0000929624-98-000160.txt : 19980209 0000929624-98-000160.hdr.sgml : 19980209 ACCESSION NUMBER: 0000929624-98-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980206 SROS: NASD GROUP MEMBERS: BANK OF AMERICA NT&SA GROUP MEMBERS: BANKAMERICA CORP GROUP MEMBERS: BANKAMERICA CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANAREN MICROWAVE INC CENTRAL INDEX KEY: 0000006314 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 160928561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-31634 FILM NUMBER: 98523963 BUSINESS ADDRESS: STREET 1: 6635 KIRKVILLE RD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154328909 MAIL ADDRESS: STREET 1: 6635 KIRKVILLE ROAD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 FORMER COMPANY: FORMER CONFORMED NAME: MICRONETICS INC DATE OF NAME CHANGE: 19721103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 AMENDMENT #2 TO SCHEDULE 13G --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* ----- Anaren Microwave, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class of Securities) 32744104 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- CUSIP NO. 32744104 13G - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Corporation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 239,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 239,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 239,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 HC - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 - ----------------------- CUSIP NO. 13G - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of America NT&SA - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 239,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 239,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 239,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 BK - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 Item 1 (a) Name of Issuer: Anaren Microwave, Inc. (b) Address of Issuer's 6635 Kirkville Road Principal Executive Offices: East Syracuse, NY 13057 Item 2 (a) Names of Person Filing: BankAmerica Corporation ("BAC") Bank of America NT&SA ("BANTSA") (b) Address of Principal (For BAC and BANTSA) Business Offices: 555 California Street San Francisco, CA 94104 (c) Citizenship: BAC is organized under the laws of Delaware. BANTSA is a national banking association organized under the laws of the United States. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 032744104 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [X] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act) (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see [s]240.13d-1(b)(1)(ii)(F) (g) [X] Parent Holding Company, in accordance with [s]240.13d-1(b)(ii)(G) (Note: See Item 7) Page 4 (h) [ ] Group, in accordance with [s]240.13d-1(b)(1)(ii)(H) Item 4 Ownership* (a) Amount Beneficially Owned: BAC 239,000 BANTSA 239,000 BofA Capital Management, Inc. 134,050 ("BCM")** (b) Percent of Class: BAC 4.6% BANTSA 4.6% BCM 2.6% (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: BAC 0 BANTSA 0 BCM 0 (ii) shared power to vote or direct the vote: BAC 239,000 BANTSA 239,000 BCM 134,050 (iii) sole power to dispose or direct the disposition of: BAC 0 BANTSA 0 BCM 0 (iv) shared power to dispose or direct the disposition of: - --------------------- * By virtue of the corporate relationships between Reporting Persons as described in Item 7, BAC (the parent company) may be deemed to possess indirect beneficial ownership of shares beneficially owned directly by its subsidiaries. Similarly, higher tier BAC subsidiaries may be deemed to possess indirect beneficial ownership of shares beneficially owned directly by lower tier BAC subsidiaries. The power to vote and to dispose of shares may be deemed to be shared between entities due to their corporate relationships. ** BCM is not a filing party because it is less than a 5% beneficial owner of the Issuer's stock. Page 5 BAC 239,000 BANTSA 239,000 BCM 134,050 Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7 Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company. See Item 2. BAC is a registered bank holding company. BANTSA is a bank as defined in Section 3(a)(6) of the Act. BCM is an investment adviser registered under the Investment Advisers Act of 1940. BANTSA is a wholly-owned subsidiary of BAC and BCM is a wholly-owned subsidiary of BANTSA. Item 8 Identification and Classification of Members of the Group. Not Applicable Item 9 Notice of Dissolution of Group. Not Applicable. Page 6 Item 10 Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 7 Signature - --------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 1998 BANKAMERICA CORPORATION* BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION* *By: /s/ VENRICE R. PALMER Venrice R. Palmer Senior Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact Page 8 EXHIBIT A --------- Joint Filing Agreement ---------------------- The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: February 6, 1998 BANKAMERICA CORPORATION* BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION* *By: /s/ VENRICE R. PALMER Venrice R. Palmer Senior Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact Page 9 RESOLUTIONS - SIGNING AUTHORITY Board of Directors Adopted: November 1, 1993 BankAmerica Corporation Last amended: April 28, 1997 GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from) The Board of Directors of BankAmerica Corporation ("BAC") authorizes and determines: 1. Any two BAC officers listed below under the designation "Group 1" (the "Officers"): GROUP 1 the Chairman of the Board the Chief Executive Officer the President any Vice Chairman of the Board the President, Global Retail Bank the President, Global Wholesale Bank any Vice Chairman the Chief Financial Officer the Treasurer any Executive Vice President any Senior Vice President any Vice President the Secretary or any one of such Officers in conjunction with any one of the BAC officers listed below under the designation "GROUP 2": GROUP 2 any Assistant Treasurer any Assistant Secretary any Assistant Vice President be, and hereby are, authorized to make, execute, deliver, amend and terminate, in the name and on behalf of BAC, any and all such contracts, instruments, documents and agreements, and to perform any and all such acts, in the name and on behalf of BAC, as are deemed by such Officers to be desirable in connection with any of the activities set forth below . . . 2. Any one BAC officer listed above under either the designation GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America NT&SA holding the title of counsel or a title senior thereto be, and hereby is, authorized to sign registrations, reports, certificates, applications and other writings on behalf of BAC for submission to or filing with any federal, state, local or foreign regulatory authorities, and any Page 10 amendments, withdrawals, or terminations thereof, as are deemed desirable by such officer or attorney in connection with BAC's activities or affairs. Board of Directors April 28, 1997 Bank of America NT&SA GENERAL OPERATING RESOLUTION (Excerpts from) The Board of Directors of Bank of America NT&SA ("BofA") authorizes and determines as follows: 1. Certain officers of BofA ("Authorized Signers") are authorized to act on behalf of BofA as set forth in the attached "Signing Authorities Chart." 2. For the purposes of this resolution, "Officer" refers to a BofA officer holding one of the officer titles listed below, and "officer" refers to any BofA officer. The incumbency of any officer may be certified by the Secretary or any Assistant Secretary. References in this resolution to the ranking of officer titles refers to the ranking shown in the following list of Officers: the Chief Executive Officer ("CEO") the Chairman of the Board the President any Vice Chairman of the Board ("VC of the Bd") the Chief Operating Officer ("COO") the President, Global Retail Bank the President, Global Wholesale Bank any Vice Chairman ("VC") the Chief Financial Officer ("CFO") any Group Executive Vice President ("GEVP") any Executive Vice President ("EVP") any Senior Vice President ("SVP") the Cashier the Secretary the Treasurer any Managing Director any Senior Authorized Officer any Vice President ("VP") any Assistant Vice President any Authorized Officer any Senior Trust Officer any Trust Officer any Assistant Secretary any Assistant Cashier Page 11 VI. REGULATORY MATTERS Action or Transaction Authorized Signer(s) Execution of any document or other Any one Officer at the level of writings and any amendments, VP or above, or any one attorney withdrawals or terminations thereof in the Legal or Tax Departments for submission to or filing with of BofA holding the officer title any federal, state, local or of Counsel or above. foreign regulatory authorities. Board of Directors September 24, 1997 Bayview Holdings, Inc. GENERAL OPERATING RESOLUTION (Excerpts from) 4. This board authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Board of Directors February 20, 1997 BankAmerica Ventures GENERAL OPERATING RESOLUTION (Excerpts from) 4. The Board of Directors of BAV authorizes any officer of BAV, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of BAV for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Page 12 Board of Directors February 20, 1997 BankAmerica International Investment Corporation GENERAL OPERATING RESOLUTION (Excerpts from) 4. The Board of Directors of BAIIC authorizes any officer of BAIIC, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of BAIIC for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Board of Directors January 23, 1998 BofA Capital Management, Inc. Resolution Re Regulatory Filings The Board of Directors of BofA Capital Management, Inc. authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer of attorney deems appropriate. Page 13 Board of Directors September 25, 1997 Robertson Stephens Investment Management Co. General Operating Resolution (Excerpts from) 4. This board authorizes any officer of the Corporation, or any attorney in the Legal Department of Bank of America NT&SA or BancAmerica Securities, Inc. with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of the Corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Board of Directors September 30, 1997 BancAmerica Securities, Inc. (renamed BancAmerica Robertson Stephens on October 1, 1998) GENERAL OPERATING RESOLUTION (Excerpts from) 4. This board authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA or BancAmerica Securities, Inc. attorney with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Page 14 POWER OF ATTORNEY Each of the undersigned appoints Robert Greenwood, Terry Otton, Paul Stephens, Christine Tonsfeldt, Dana Welch, and all individuals identified on Exhibit A hereto, with full power to each of them to act alone, as his or its true and lawful attorney-in-fact and agent to execute on his or its behalf all Schedules 13D and 13G and Forms 3, 4 and 5 and any amendments thereto, and any successor or supplemental forms that may be adopted by the Securities and Exchange Commission in the future, and to do anything in connection with preparation and filing of such documents as any such agent deems appropriate. The Contrarian Fund The Robertson Stephens Developing Countries Fund The Robertson Stephens Diversified Growth Fund The Robertson Stephens Global Low-Priced Stock Fund The Robertson Stephens Global Natural Resources Fund The Robertson Stephens Growth & Income Fund The Information Age Fund The Robertson Stephens MicroCap Growth Fund The Robertson Stephens Partners Fund The Robertson Stephens Value + Growth Fund The Robertson Stephens Global Value Fund The Robertson Stephens Black Bear Fund, L.P. Crossover Investment Management LLC Robertson Stephens Emerging Growth Partners, L.P. Golden Bear Fund Delta Growth Fund, L.P. By: Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. The Robertson Stephens Emerging Growth Fund By: RS Investment Management, Inc. By: RS Regulated I, L.L.C. By: Bayview Holdings, Inc. RS Investment Management, Inc. By: RS Regulated I, L.L.C. By: Bayview Holdings, Inc. Page 15 Robertson Stephens & Co. Private Equity Group, L.L.C. By: Bayview Holdings, Inc. Bayview Investors, Ltd. By: Robertson, Stephens & Company Private Equity Group, L.L.C. By: Bayview Holdings, Inc. Crossover Fund II Crossover IIA By: Crossover Investment Management, L.L.C. By: Robertson, Stephens & Company Investment Management, L.L.C. By: Bayview Holdings, Inc. RS & Co. IV, L.P. By: RS & Co. Venture Partners, IV, L.P. By: Robertson, Stephens & Company Private Equity Group, L.L.C. By: Bayview Holdings, Inc. The Robertson Stephens Orphan Fund By: Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. By: /s/ Dana Welch October 14, 1997 on behalf of Bayview Holdings, Inc. The Robertson Stephens Black Bear Offshore Fund Limited By: /s/ Patrick Agernian October 14, 1997 CFS Company Ltd. Orphan Offshore Fund, L.P. The Robertson Stephens Orphan Offshore Fund, L.P. By: Patrick Agernian October 14, 1997 Orphan Adminstrative General Partner, Ltd. General Partner Page 16 Exhibit A 1. The following officers of BankAmerica Corporation: Chairman of the Board Chief Executive Officer President Vice Chairman of the Board President, Global Retail Bank President, Global Wholesale Bank Vice Chairman Chief Financial Officer Treasurer Executive Vice President Senior Vice President Vice President Secretary Assistant Treasurer Assistant Secretary Assistant Vice President 2. Any member of the Legal Department of Bank of America National Trust & Savings Association or BancAmerica Robertson Stephens holding the title of counsel or a title senior thereto. Page 17 POWER OF ATTORNEY ----------------- The undersigned appoints the following individuals, with full power to each of them to act alone, as its true and lawful attorneys-in-fact and agents to execute on its behalf all Schedules 13D and 13G and Forms 3, 4 and 5 and any amendments thereto, and any successor or supplemental forms that may be adopted by the Securities and Exchange Commission in the future, and to do anything in connection with preparation and filing of such documents as any such agent deems appropriate. 1. The following officers of BankAmerica Corporation: Chairman of the Board Chief Executive Officer President Vice Chairman of the Board President, Global Retail Bank President, Global Wholesale Bank Vice Chairman Chief Financial Officer Treasurer Executive Vice President Senior Vice President Vice President Secretary Assistant Treasurer Assistant Secretary Assistant Vice President 2. Any member of the Legal Department of Bank of America National Trust and Savings Association holding the title of counsel or a title senior thereto. BA VENTURE PARTNERS, I By: /s/ JAMES D. MURPHY December 9, 1997 James D. Murphy, General Partner Page 18 -----END PRIVACY-ENHANCED MESSAGE-----